Manganese X Announces Receipt of TSXV Conditional Approval for the Graphano Energy Spin-Out and Listing
Manganese X Announces Receipt of TSXV
Conditional Approval for the Graphano Energy
Spin-Out and Listing
Distribution Date set for August 27, 2021
Record Date set for August 24, 2021
Ex-Dividend Date set for August 23, 2021
Montreal, Quebec--(Newsfile Corp. - August 16, 2021) - Manganese X Energy Corp. (TSXV: MN) (FSE:
9SC2) (OTCQB: MNXXF) ("
Manganese X
" or the "
Company
"), is pleased to announce that the TSX
Venture Exchange (the "
TSXV
") has issued its conditional listing approval for the previously-announced
spinout transaction of certain assets into Graphano Energy Ltd. ("
Graphano
") pursuant to the plan of
arrangement involving Manganese X and Graphano (the "
Arrangement
"). Details of the Arrangement
were described in the Company's information circular dated March 16, 2021 which was mailed to its
shareholders and filed on SEDAR at
www.sedar.com
.
Closing of the Arrangement is expected to occur
on August 27, 2021 (the "
Effective Date
" or the "
Distribution Date
") which would also constitute the
distribution date of the common shares of Graphano ("
Graphano Shares
") to the Manganese X
shareholders under the Arrangement.
Holders of record of Manganese X common shares ("
Manganese X Shares
") as of August 24, 2021
(the "
Record Date
") will receive one share of Graphano for every eight shares of Manganese X held on
the Record Date. The Graphano Shares have a deemed price of $0.05 per Graphano Shares, resulting
in a deemed distribution of $0.00625 per Manganese X Share.
Manganese X Shares will commence trading on an ex-dividend basis on the TSXV at the open of
trading on August 23, 2021. This means that in order to be entitled to receive a dividend of shares of
Graphano, a shareholder must be a holder or Manganese X Shares as of August 20, 2021. No
additional action is required by shareholders in order to receive Graphano Shares.
On the closing of the Arrangement, Graphano and Manganese X will be operated as separate
companies with separate management teams and Boards of Directors. For further details on the
Arrangement and the business of Graphano following the Arrangement, please refer to the Information
Notice that is available on SEDAR at
www.sedar.com
.
The Company expects the Graphano Shares to begin trading approximately five business days following
the Effective Date under the symbol "GEL". Listing of the Graphano Shares on the TSXV is subject to a
number of customary conditions which are expected to be fulfilled by the Effective Date or shortly
thereafter.
About Manganese X
Manganese X's mission is to advance its Battery Hill project into production, with the intent of supplying
value-added materials to the lithium-ion battery and other alternative energy industries. The company is
also striving to achieve new carbon-friendly more efficient methodologies, while processing manganese
at a lower competitive cost. The company is moving toward commercialization of a manganese deposit
in Canada.
Subsidiary Disruptive Battery's mission is to develop an HVAC air purification delivery system for
cleaner and healthier air, aiming to mitigate COVID-19 and other contaminants on surfaces and in the
air.
For more information visit our website at
www.manganesexenergycorp.com
.
On Behalf of the Board of Directors
Martin Kepman
CEO and Director
E-mail:
Telephone: 1-514-802-1814
Cautionary Note Regarding Forward-Looking Information
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this
release. Certain information in this press release constitutes forward-looking statements under
applicable securities laws. Any statements that are contained in this press release that are not
statements of historical fact may be deemed to be forward-looking statements. Forward-looking
statements are often identified by terms such as "may", "should", "anticipate", "expect", "potential",
"believe", "intend" or the negative of these terms and similar expressions. Such forward-looking
statements include, but are not limited to, the Company's expectations about (i) the terms, and timing
for the completion of, the Plan of Arrangement, and (ii) the timing for the listing of the Graphano
Shares on the TSXV. Forward-looking statements necessarily involve known and unknown risks and
uncertainties that could cause actual results to differ materially from those expressed or implied in
such forward-looking statements, including, without limitation, risks relating to (i) the social and
economic impacts of the COVID-19 pandemic, (ii) the receipt of the requisite regulatory and stock
exchange approvals in connection with the Arrangement and listing of the Graphano Shares on the
TSXV, (iii) the Company's and Graphano's ability to fulfill the conditions of the TSXV, and (iv) the
Company's business, including the mining industry in general, as described in the Company's public
filings on SEDAR. The foregoing list is not intended to be exhaustive of the factors that may affect any
of the Company's forward-looking statements or information. Although the Company has attempted to
identify important factors that could cause actual results to differ materially, there may be other factors
that cause results not to be as anticipated, estimated, described or intended. Readers are cautioned
not to place undue reliance on forward-looking statements as there can be no assurance that the
plans, intentions or expectations upon which they are placed will occur. Readers are further cautioned
that the assumptions used in the preparation of such forward-looking statements (including, but not
limited to, the assumption that (i) the Company will satisfy, in a timely manner, all conditions
precedent to completion of the Arrangement, (ii) all regulatory and stock exchange approvals will be
obtained in a timely manner, and on terms acceptable to the Company, and (iii) the circumstances
surrounding the COVID-19 pandemic, although evolving, will stabilize and will not materially impede
or affect the ability of the Company to consummate the Arrangement), although considered
reasonable by management of the Company at the time of preparation, may prove to be imprecise
and result in actual results differing materially from those anticipated, and as such, undue reliance
should not be placed on forward-looking statements. The forward-looking statements included in this
press release are made as of the date of this press release and the Company does not undertake an
obligation to publicly update such forward-looking statements to reflect new information, subsequent
events or otherwise unless required by applicable securities laws. Forward-looking statements,
forward-looking financial information and other metrics presented herein are not intended as guidance
or projections for the periods referenced herein or any future periods, and in particular, past
performance is not an indicator of future results and the results of the Company in this press release
may not be indicative of, and are not an estimate, forecast or projection of the Company's future
results. Forward-looking statements contained in this press release are expressly qualified by this
cautionary statement
.
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